Delaware
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20-4580525
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Julio E. Vega, Esq.
William S. Perkins, Esq.
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, MA 02110
(617) 951-8000
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Large accelerated filer
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o | Accelerated filer | o |
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | o |
Title of Securities
To Be Registered
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Amount
To Be
Registered (1)
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Proposed Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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||||
2014 Equity Incentive Plan
Common Stock (par value $0.001 per share)
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704,000
(2)
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$10.00 - $10.20(3)
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$7,154,370.60(3)
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$832
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||||
2014 Employee Stock Purchase Plan
Common Stock (par value $0.001 per share)
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140,500
(4)
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$10.20(5)
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$1,433,100(5)
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$167
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||||
Amended and Restated 2006 Equity Incentive Plan
Common Stock (par value $0.001 per share)
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1,102,641(6)
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$3.49(7)
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$3,848,217.09(7)
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$448
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock as may be issued by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of the outstanding shares of the Registrant’s common stock.
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(2)
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Represents shares of Common Stock reserved for issuance under the 2014 Equity Incentive Plan (the “2014 EIP”). The 2014 EIP provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2014 EIP on January 1 of each calendar year, starting January 1, 2015. The number of shares added each year will be equal to: (a) 4% of the total number of shares of Common Stock as of the end of the immediately preceding fiscal year; or (b) such lesser number of shares of Common Stock as is determined by the Registrant’s board of directors (the “Board”) for the applicable year.
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(3)
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The maximum aggregate offering price for the 2014 EIP includes $1,321,470 payable in respect of 132,147 shares subject to options at an exercise price of $10.00 per share. Offering prices of options that have not yet been granted as of the date of this Registration Statement are estimated in accordance with Rules 457(h) of the Securities Act solely for purposes of calculating the registration fee on the basis of $10.20, the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Market on November 21, 2014.
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(4)
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Represents shares of Common Stock reserved for issuance under the 2014 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides that an additional number of shares will automatically be added to the shares authorized for issuance under the ESPP on January 1 of each calendar year, from January 1, 2015 and ending on (and including) January 24, 2024. The number of shares added each year will be equal to (i) the lesser of (a) 1% of the total number of shares of Common Stock as of the end of the immediately preceding fiscal year or (b) 281,000 shares of Common Stock; or (ii) such lesser number of shares of Common Stock as is determined by the Board for the applicable year.
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(5)
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Estimated in accordance with Rules 457(h) of the Securities Act solely for purposes of calculating the registration fee on the basis of $10.20, the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Market on November 21, 2014.
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(6)
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Represents shares of Common Stock issuable upon exercise of outstanding options granted under the Amended and Restated 2006 Equity Incentive Plan (the “2006 EIP”) as of the date of this Registration Statement.
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(7)
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Estimated in accordance with Rules 457(h) of the Securities Act solely for purposes of calculating the registration fee on the basis of the weighted-average exercise price for outstanding options granted pursuant to the 2006 EIP.
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Item 3.
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Incorporation of Documents by Reference
.
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(a)
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The Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 25, 2014;
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(b)
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The Registrant’s Current Report on Form 8-K filed with the Commission on October 27, 2014;
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(c)
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The Registrant’s prospectus filed with the Commission on October 22, 2014 pursuant to Rule 424(b) under the Securities Act relating to the registration statement on Form S-1 (File No. 333-198777) that contains audited financial statements for the Registrant for the latest fiscal period for which such statements have been filed;
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(d)
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The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-36694) filed with the Commission on October 16, 2014 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
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Item 4.
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Description of Securities
.
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Item 5.
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Interests of Named Experts and Counsel
.
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Item 6.
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Indemnification of Directors and Officers
.
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Item 7.
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Exemption from Registration Claimed
.
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Item 8.
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Exhibits
.
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Exhibit
Number
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Exhibit Description
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|||
4.1*
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Sixth Amended and Restated Certificate of Incorporation of Proteon Therapeutics, Inc. (filed as Exhibit 3.2 to the Registrant’s registration statement on Form S-1 (File No. 333-198777) as filed on September 16, 2014).
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||
4.2*
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Amended and Restated By-laws of Proteon Therapeutics, Inc. (filed as Exhibit 3.4 to the Registrant’s registration statement on Form S-1 (File No. 333-198777) as filed on September 16, 2014).
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4.3*
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Form of Common Stock Certificate of the Registrant (filed as Exhibit 4.1 to Amendment No. 1 to the Registrant’s registration statement on Form S-1 (File No. 333-198777) as filed on October 7, 2014).
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5.1**
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Opinion of Morgan, Lewis & Bockius LLP.
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10.1*
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Proteon Therapeutics, Inc. Amended and Restated 2006 Equity Incentive Plan (filed as Exhibit 10.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198777) as filed on October 7, 2014).
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10.2*
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Proteon Therapeutics, Inc. 2014 Equity Incentive Plan and Forms of Stock Option Agreement, Option Exercise Form (filed as Exhibit 10.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198777) as filed on October 7, 2014).
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10.3*
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Proteon Therapeutics, Inc. 2014 Employee Stock Purchase Plan and Forms of Enrollment Agreement, Notice of Withdrawal (filed as Exhibit 10.25 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198777) as filed on October 7, 2014).
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23.1**
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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23.2**
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Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
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24.1**
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Powers of Attorney (included on the signature page of this Form S-8).
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Item 9.
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Undertakings
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PROTEON THERAPEUTICS, INC.
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By:
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/s/ Timothy P. Noyes
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Name:
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Timothy P. Noyes
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Title:
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Timothy P. Noyes
Timothy P. Noyes
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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November 25, 2014
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/s/ George A. Eldridge
George A. Eldridge
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Senior Vice President, Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and Accounting Officer)
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November 25, 2014
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/s/ Hubert Birner, Ph.D.
Hubert Birner, Ph.D.
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Director
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November 25, 2014
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/s/ Garen Bohlin
Garen Bohlin
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Director
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November 25, 2014
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/s/ John G. Freund, M.D.
John G. Freund, M.D.
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Director
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November 25, 2014
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/s/ Tim Haines
Tim Haines
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Director
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November 25, 2014
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/s/ Dmitry Kobyzev, Ph.D.
Dmitry Kobyzev, Ph.D.
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Director
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November 25, 2014
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/s/ Brendan M. O’Leary, Ph.D.
Brendan M. O’Leary, Ph.D.
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Director
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November 25, 2014
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/s/Gregory D. Phelps
Gregory D. Phelps
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Director
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November 25, 2014
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Exhibit
Number
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Exhibit Description
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|||
4.1*
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Sixth Amended and Restated Certificate of Incorporation of Proteon Therapeutics, Inc. (filed as Exhibit 3.2 to the Registrant’s registration statement on Form S-1 (File No. 333-198777) as filed on September 16, 2014).
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4.2*
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Amended and Restated By-laws of Proteon Therapeutics, Inc. (filed as Exhibit 3.4 to the Registrant’s registration statement on Form S-1 (File No. 333-198777) as filed on September 16, 2014).
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4.3*
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Form of Common Stock Certificate of the Registrant (filed as Exhibit 4.1 to Amendment No. 1 to the Registrant’s registration statement on Form S-1 (File No. 333-198777) as filed on October 7, 2014).
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5.1**
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Opinion of Morgan, Lewis & Bockius LLP.
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10.1*
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Proteon Therapeutics, Inc. Amended and Restated 2006 Equity Incentive Plan (filed as Exhibit 10.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198777) as filed on October 7, 2014).
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10.2*
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Proteon Therapeutics, Inc. 2014 Equity Incentive Plan and Forms of Stock Option Agreement, Option Exercise Form (filed as Exhibit 10.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198777) as filed on October 7, 2014).
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10.3*
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Proteon Therapeutics, Inc. 2014 Employee Stock Purchase Plan and Forms of Enrollment Agreement, Notice of Withdrawal (filed as Exhibit 10.25 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198777) as filed on October 7, 2014).
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23.1**
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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23.2**
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Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
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24.1**
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Powers of Attorney (included on the signature page of this Form S-8).
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Re:
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Registration Statement on Form S-8
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Very truly yours,
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/s/ Morgan, Lewis & Bockius
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MORGAN, LEWIS & BOCKIUS LLP
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/s/ Ernst & Young LLP |